SEC Division of Corporation Finance no-action letter: RB Global Inc.

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SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
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TEL: (202) 371-7000
FAX: (202) 393-5760 www.skadden.com
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EMAIL ADDRESS brian.breheny@skadden.com
VIA ELECTRONIC SUBMISSION
February 27, 2026
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of International Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
RE: RB Global, Inc. – Request for Relief from
Preliminary Proxy Filing Requirement under Exchange Act Rule 14a-6(a) Dear Mr. Coco:
We are writing on behalf of RB Global, Inc. (the “Company”), a company existing in Canada under the Ontario Business Corporation Act (the “OBCA”). Under the OBCA, the Company is required to submit certain ordinary and routine matters to shareholders at annual and special meetings. The purpose of this letter is to respectfully request that the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) not object if the Company does not file a preliminary proxy statement pursuant to Rule 14a-6(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for annual meetings of its shareholders if the only matters to be acted upon include items enumerated in Rule 14a-6(a) and the customary and routine matters required under the OBCA outlined below. We are admitted to practice only in the State of New York and the District of Columbia. To the extent this letter summarizes propositions of the OBCA, we have relied on advice from McCarthy Tétrault LLP, Canadian legal counsel to the Company (“McCarthy”). Please refer to the attached letter from McCarthy.

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I. Background
The Company is a leading global marketplace that provides value-added insights, services, transaction solutions for buyers and sellers of commercial assets and vehicles worldwide. Through its auction sites in 14 countries and digital platforms, the Company serves customers and partners in approximately 170 countries across a variety of asset classes, including automotive, commercial transportation, construction, government surplus, lifting and material handling, energy, mining and agriculture. The Company’s common shares are registered under Section 12(b) of the Exchange Act and are listed on the New York Stock Exchange and the Toronto Stock Exchange under the ticker symbol “RBA.” The Company exists under and is subject to the OBCA, the corporate statute in the Province of Ontario, Canada, but does not satisfy the requirements of a “foreign private issuer” under Exchange Act Rule 3b-4(c). Accordingly, the Company is subject to the reporting requirements under the Exchange Act applicable to U.S. domestic issuers, including Regulation 14A, as well as to certain requirements under the OBCA. Rule 14a-6 Under the Exchange Act, an issuer is required to furnish proxy materials to shareholders concurrently with, or prior to, the solicitation of their voting authority with respect to matters submitted for a vote at a meeting of shareholders. Further, under Exchange Act Rule 14a-6, an issuer is required to file with the Commission preliminary copies of the proxy materials at least 10 calendar days prior to the date definitive copies of such materials are first sent to shareholders, unless the solicitation relates to a meeting at which the only matters to be acted upon are, among others:

the election of directors;
the election, approval or ratification of accountant(s);
a security holder proposal included pursuant to Rule 14a-8;
a shareholder nominee for director included pursuant to an applicable
state or foreign law provision or a registrant’s governing documents as they relate to the inclusion of shareholder director nominees in the registrant’s proxy materials;
the approval or ratification of a plan (as defined in paragraph (a)(6)(ii) of
Item 402 of Regulation S-K) or amendments of such a plan; and
a vote to approve the compensation of executives as required pursuant to
Rule 14a-21(a), a vote to determine the frequency of shareholder votes to approve the compensation of executives as required pursuant to Rule

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14a-21(b), or any other shareholder advisory vote on executive compensation. 1 The Commission has increased the scope of enumerated exclusions over time, explaining that the purpose of the exclusions is to relieve registrants and the Commission of unnecessary administrative burdens and processing costs associated with the filing and processing of proxy materials that deal with routine matters. The list of exceptions in Rule 14a-6(a) focuses on routine matters for registrants incorporated in the U.S. In recognition of this, the Staff has, on several occasions, provided no-action relief with respect to routine matters for issuers that are incorporated in foreign jurisdictions but are subject to Regulation 14A. 2 OBCA Under the OBCA, the Company is required from time to time to present at its meetings of shareholders certain customary and routine matters, including:

where a minimum and maximum number of directors of a corporation is
provided for in its articles, a special resolution of the shareholders determining the number of directors of the corporation and the number of directors to be elected at the meeting (or, if the special resolution empowers the directors to determine the number, by resolution of the directors) 3 ; and
shareholder proposals submitted pursuant to the OBCA. 4
The Company’s Articles of Continuance (“Articles”) provide for a minimum and maximum number of directors (“Board Size Requirements”). The Company’s Board of Directors (the “Board”) would only be empowered to determine the number of 1 Rule 14a-6 also includes two other exceptions to the obligation to file preliminary copies of the proxy statement and form of proxy. Those exceptions are not applicable to the Company because it is not an investment company or open-end investment company registered under the Investment Company Act of 1940. 2 See, e.g., LyondellBasell Industries N.V. (avail. Nov. 15, 2024); Transocean Ltd. (avail. Mar. 3, 2021); Pacific Drilling, S.A (avail. Apr. 6, 2020); Teva Pharmaceutical Industries Limited (avail. Oct. 25, 2018); Rowan Companies plc (avail. Mar. 2, 2017); Ensco plc (avail. Dec. 2, 2015); Schlumberger Ltd. (avail. Jan. 31, 2014); Aon plc (avail. Mar. 31, 2014); Garmin Ltd. (avail. Sept. 30, 2014); Avago Technologies (avail. Nov. 7, 2014); Ingersoll-Rand plc (avail. Mar. 13, 2015). 3 Section 125(3) of the OBCA. Pursuant to this provision, the Company intends to include a proposal in the proxy materials that seeks shareholder approval to set the number of directors and that empowers the directors to set the number of directors in the future. 4 Section 99(2) of the OBCA. Pursuant to this provision, the Company notes that it has received a shareholder proposal, which was not submitted pursuant to Rule 14a-8, and intends to include the shareholder proposal in its proxy materials.

4 directors by resolution of the Board if a special resolution of the Company’s shareholders empowers it to do so. Under the OBCA, registered and beneficial shareholders generally are eligible to submit shareholder proposals, provided that they comply with the content, timing, delivery and other requirements set out in the OBCA. The OBCA also requires the Company to include such shareholder proposals in its proxy materials. Routine Matters At the 2026 Annual Meeting of Shareholders, the Company intends to include, among others, the following routine matters to be voted on by its shareholders:

a proposal to consider and, if deemed advisable, to pass, with or without
variation, a special resolution to determine the number of directors on the Company’s Board of Directors and the number of directors to be elected at the Meeting to be ten (10);
a proposal to consider and, if deemed advisable, to pass, with or without
variation, a special resolution to empower the directors of the Company, by resolution of the directors, to determine the number of directors within the minimum and maximum number set out in the Company’s Articles of Continuance; and
a proposal to consider a shareholder proposal requesting that the Company
amend its governing documents to require all shareholder meetings to be held in a hybrid format. There are no statutory requirements under the OBCA or the Canadian securities laws that require the preparation or filing of a preliminary proxy statement for any of the aforementioned proposals. Furthermore, the Company will not need to amend its Articles or By-Laws No. 2 (the “By-Laws”) for any of these proposals and these proposals are not inconsistent with the Company’s existing Articles or By-Laws. However, if the resolution related to the shareholder proposal regarding hybrid meetings is approved and the adoption of a policy related to hybrid meetings doesn’t placate shareholders, the Company may have to amend its By-Laws. Any such amendment of the Company’s By-Laws would need to be approved by the Board and then confirmed by shareholders by ordinary resolution at the next meeting of shareholders. For the reasons set forth below, the Company does not believe the inclusion of these customary and routine matters pursuant to the OBCA should result in the need to file preliminary proxy materials under Rule 14a-6.
II. Discussion and Analysis
As noted above, the Rule 14a-6 exclusions to the preliminary filing requirements are designed to relieve issuers and the Commission of unnecessary administrative

5 burdens and processing costs associated with the filing and processing of proxy materials that deal with routine matters. 5 The Commission has stated, “[t]he matters that do not require filing of preliminary materials are various items that regularly arise at annual meetings.” 6 If the purpose of preliminary filings is to allow greater review of irregular or unique resolutions, then the requirement to file preliminary proxy statements should not apply to the routine matters required under non-U.S. laws described herein. Further, this purpose is frustrated when an ordinary, recurring resolution nonetheless requires a preliminary filing. Indeed, the Staff has relieved issuers organized under the laws of the Netherlands, Curacao, England and Wales, Switzerland, Singapore, Ireland, Israel and Luxembourg from filing preliminary proxy materials for certain routine matters required, under local law, to be submitted for shareholder approval at an annual meeting. 7 In the adopting release extending preliminary filing exclusion to votes on executive compensation, the Commission stated, “[b]ecause the shareholder vote on executive compensation and the shareholder vote on the frequency of such shareholder votes are required for all issuers, we view them as similar to the other items specified in Rule 14a-6(a) that do not require a preliminary filing.” 8 As with the precedent described above, the proposals required under the OBCA discussed herein are routine and ordinary and therefore the Company believes they warrant a similar exemption from the preliminary proxy filing requirements under Rule 14a-6. Accordingly, on behalf of the Company, we respectfully request that the Staff confirm it will not object if the Company does not file a preliminary proxy statement pursuant to Rule 14a-6(a) for annual meetings of its shareholders if the only matters to be acted upon include items enumerated in Rule 14a-6(a) and the customary and routine matters required under the OBCA outlined below.
Section 125(3) Proposals
Pursuant to the Board Size Requirements set forth in the Articles, the Board must be comprised of three to 12 members. Unlike the boards of many U.S. companies, the Board currently does not have discretion to determine from time to time the size of the Board in a manner consistent with the Board Size Requirements. For example, if the Board sought to increase the size of the Board from 10 to 11 members, it would need to obtain shareholder approval by special resolution. 5 Exchange Act Release No. 34-25217 (Dec. 21, 1987). 6 Exchange Act Release No. 34-61335 (Jan. 12, 2010). 7 See LyondellBasell Industries N.V. (avail. Nov. 15, 2024); Schlumberger Ltd. (avail. Jan. 31, 2014); Aon plc (avail. Mar. 31, 2014); Garmin Ltd. (avail. Sept. 30, 2014); Avago Technologies (avail. Nov. 7, 2014); Ingersoll-Rand plc (avail. Mar. 13, 2015); Ensco plc (avail. Dec. 3, 2015); Teva Pharmaceutical Industries Limited (avail. Oct. 25, 2018); Pacific Drilling SA (avail. Apr. 6, 2020). 8 Exchange Act Release No. 34-63768 (Jan. 25, 2011) (emphasis added).

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Under Section 125(3) of the OBCA, the Board may seek empowerment and authorization from the Company’s shareholders by way of a special resolution to increase the size of the Board or to determine from time to time the size of the Board in the future, in each case consistent with the Board Size Requirements. 9

It is customary and routine for companies subject to the OBCA to submit
Section 125(3) proposals for shareholder approval. We also note that it is customary
and routine for the boards of U.S. companies to set the size of the board without any shareholder approval. Given the customary and routine nature of Section 125(3) proposals, the Company believes the only effect of requiring the filing of preliminary proxy materials due to the inclusion of such a proposal would be to unnecessarily increase administrative burdens and processing costs imposed on both the Commission and the Company, placing the Company on unequal footing with U.S. domestic issuers. We also note the Staff has issued a no-action letter to Pacific Drilling SA (avail. Apr. 6,
2020) granting relief with respect to a similar proposal submitted under Luxembourg
law to confirm an appointment by the board of directors to fill a vacancy, which the Company believes is analogous to proposals related to setting the number of directors. Shareholder Proposals Submitted Pursuant to the OBCA
Section 99 of the OBCA permits a registered holder of shares entitled to vote or
a beneficial owner of shares that are entitled to be voted at a meeting of shareholders to (a) submit to the corporation notice of a proposal, and (b) discuss at the meeting any matter in respect of which the registered holder or beneficial owner would have been entitled to submit a proposal. Except in prescribed circumstances, the corporation must set out the proposal in (or attach the proposal to) its management information circular. A management information circular is the Canadian equivalent to a proxy statement submitted under Schedule 14A. At the request of a person who submits a notice of proposal, the corporation must include in (or attach to) the management information circular the person’s statement in support of the proposal and the person’s name and address. However, under Section 99, a submission of a proposal or a person’s request to have their statement of support included in a company’s management information circular does not require a company to file its management information circular in preliminary form. Accordingly, the Company believes that shareholder proposals submitted pursuant to the OBCA should be considered routine matters exempt from the preliminary proxy materials filing requirements. These proposals are analogous to those submitted pursuant to Rule 14a-8, which are exempt under Rule 14a-6(a)(3). Similar to the above, the Company believes that filing preliminary proxy materials due 9 See R.S.O. 1990, c. B.16, s. 125 (3), which states: “[w]here a minimum and maximum number of directors of a corporation is provided for in its articles, the number of directors of the corporation and the number of directors to be elected at the annual meeting of the shareholders shall be such number as shall be determined from time to time by special resolution or, if the special resolution empowers the directors to determine the number, by resolution of the directors.”

7 to the inclusion of shareholder proposals submitted pursuant to the OBCA would be unnecessarily burdensome on both the Commission and the Company. Given that shareholder proposals submitted pursuant to Rule 14a-8 are exempt from the preliminary filing requirements and that had the instant proposal been submitted pursuant to Rule 14a-8 it would also be exempt from the preliminary filing requirements, we request that proposals submitted pursuant to the OBCA’s analogous mechanism similarly be exempt from the requirement to file a preliminary proxy statement. We also note the Staff has issued a no-action letter to Teva Pharmaceutical Industries Limited (avail. Oct. 25, 2018) granting relief with respect to certain shareholder proposals submitted pursuant to Israeli law.
III. Conclusion
The proposals described above are ordinary and routine matters required to be submitted to shareholders under the OBCA. Based on the foregoing analysis, we respectfully request your confirmation that the Staff will not object if the Company does not file a preliminary proxy statement under Rule 14a-6(a) for meetings of its shareholders at which the items to be acted upon by shareholders include only (i) those otherwise excluded from such filing requirements under Rule 14a-6; and (ii) the customary and routine matters required by the OBCA discussed herein. Should the Staff disagree with the conclusions set forth in this letter, or should any additional information be desired in support of the Company’s position, we would appreciate the opportunity to confer with the Staff concerning these matters prior to the issuance of the Staff’s response. Please do not hesitate to contact the undersigned at (202) 371-7180. Very truly yours, Brian V. Breheny cc: Ryan Welsh VP Legal and Corporate Secretary RB Global, Inc.

McCarthy Tetrault LLP
PO Box 48, Suite 5300
Toronto-Dominion Bank Tower
Toronto ON M5K 1E6
Canada
Tel: 416-362-1812
Fax: 416-868-0673 mccarthy tetrault
February 27, 2026
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of International Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Dear Sirs/Mesdames:
We are Canadian counsel to RB Global, Inc. ("RB Global"), a corporation existing under the Business Corporations Act (Ontario), as amended (the "Act"). We are writing in respect of the letter (the "Application Letter") dated February 27,2026 from Skadden, Arps, Slate Meagher & Flom LLP requesting on behalf of RB Global exemptive relief from certain provisions of the United States Securities and Exchange Act of 1934, as amended. We have reviewed the Application Letter and are of the opinion that the statements made therein relating to the Act and corporate practice in the Province of Ontario are a fair, accurate and complete summary of the Act and corporate practice in the Province of Ontario as such relate to meetings of shareholders and shareholder proposals, as applicable. The opinion expressed above is limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein, and we express no opinion as to any laws, or matters governed by any laws, other than the laws of the Province of Ontario and the federal laws of Canada applicable therein in effect as of the date hereof. The opinion expressed above is provided solely for the benefit of the addressees in connection with the transactions contemplated by the Application Letter and may not be used or relied upon by any other person or for any other purpose. Yours very truly,

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